TIDMGHT
RNS Number : 2224A
Gresham Technologies PLC
28 May 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE.
NEITHER THIS ANNOUNCEMENT, NOR ANY COPY OF IT, MAY BE TAKEN OR
TRANSMITTED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR TO ANY
PERSONS IN ANY OF THOSE JURISDICTIONS OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE
FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON
IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF GRESHAM
TECHNOLOGIES PLC. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE
PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (REGULATION
(EU) 596/2014) (AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED) ("UK MAR").
28 May 2021
Gresham Technologies plc
Results of conditional Placing and Retail Offer
Gresham Technologies plc (LSE: "GHT", "Gresham", "Company"), the
leading software and services company that specialises in providing
solutions for data integrity and control, banking integration,
payments and cash management, is pleased to announce that further
to the announcement made this morning regarding the Proposed
Acquisition, Placing and Retail Offer, the Company has
conditionally raised gross proceeds of GBP21 million through a
Placing of 12,500,000 new Ordinary Shares and the Retail Offer of
625,000 new Ordinary Shares.
The Placing was undertaken on behalf of the Company by Nplus1
Singer Capital Markets Limited by way of an accelerated bookbuild
process with new and existing investors at the Issue Price of 160
pence. The Retail Offer was undertaken by PrimaryBid Limited with
retail investors who have subscribed via its online PrimaryBid
platform for Retail Offer Shares at the Issue Price. The Issue
Price of 160 pence does not represent any discount to the closing
mid-market price of the Ordinary Shares on 27 May 2021, being the
latest practicable date prior to this announcement.
The net proceeds totalling approximately GBP18.5 million (after
the deduction of costs and expenses associated with the Proposed
Acquisition, Placing and Retail Offer) and the Company's existing
cash resources will be used by the Company to finance the initial
consideration payable in respect of the proposed acquisition of
Electra.
The Placing Shares and Retail Offer Shares to be issued will
together represent approximately 18.7 per cent. of the existing
issued ordinary share capital of the Company.
An application will be made to the Financial Conduct Authority
("FCA") and London Stock Exchange for admission of the 13,125,000
Placing Shares and Retail Offer Shares to the premium listing
segment of the Official List of the FCA and to trading on the Main
Market ("Admission"). Subject to, inter alia, the Placing Agreement
not being terminated in accordance with its terms, the passing of
the applicable Resolutions by Shareholders at the General Meeting
expected to be held at 10:00 a.m. on 21 June 2021 and completion of
the Stock Purchase Agreement, it is expected that Admission will
occur at 8:00 am on or around 22 June 2021.
The Placing Shares and Retail Offer Shares will, when issued, be
credited as fully paid and will rank pari passu in all respects
with each other and with the existing ordinary share capital of the
Company, including, without limitation, the right to receive all
dividends and other distributions declared, made or paid after
their date of issue.
Following completion of the Acquisition and Admission, the
Company's issued share capital will comprise 83,326,458 Ordinary
Shares.
Directors' participation in the Placing
As part of the Placing, the Directors have agreed to subscribe
for a total 118,750 Placing Shares at the Issue Price. Details of
those Placing Shares for which the Directors have subscribed, and
their respective resultant shareholdings, are displayed below.
Director Number of Number of Placing Number of Ordinary Percentage
Existing Ordinary Shares being Shares held of Company's
Shares subscribed on Admission enlarged
for as part issued share
of the Placing capital on
Admission
Peter Simmonds 30,000 62,500 92,500 0.11%
------------------- ------------------ ------------------- --------------
Ian Manocha 106,834 6,250 113,084 0.14%
------------------- ------------------ ------------------- --------------
Tom Mullan 30,938 3,125 34,063 0.04%
------------------- ------------------ ------------------- --------------
Andy Balchin 8,233 9,375 17,608 0.02%
------------------- ------------------ ------------------- --------------
Jenny Knott - 31,250 31,250 0.04%
------------------- ------------------ ------------------- --------------
Ruth Wandhöfer 13,403 6,250 19,653 0.02%
------------------- ------------------ ------------------- --------------
Ian Manocha, Gresham's CEO, commented:
"We are delighted to have received such strong support in this
equity raise from existing shareholders, new institutions, retail
investors, and from our Board and management. This raise enables us
to complete our transformative investment into Electra Information
Systems giving us scale in the important North American market and
establishing a leadership position in buy-side capital markets. We
are fully committed to delivering on the benefits of this
transaction for our customers and shareholders and executing on our
ambitious plan to build out a leading global financial technology
business."
Save as otherwise defined, capitalised terms used in this
announcement have the meanings given to them in the announcement
titled: "Proposed Acquisition, Proposed Placing and Retail Offer"
released by the Company earlier today.
The person responsible for making this announcement on behalf of
the Company is Jonathan Cathie, Company Secretary.
Enquiries
+44 (0) 207 653
Gresham Technologies plc 0200
Ian Manocha
Tom Mullan
+44 (0) 207 496
N+1 Singer (Sponsor, Financial Adviser and Broker) 3000
Shaun Dobson / Tom Salvesen / Jen Boorer / Iqra
Amin
Note to editors
Gresham Technologies plc is a leading software and services
company that specialises in providing real-time solutions for data
integrity and control, banking integration, payments and cash
management. Listed on the main market of the London Stock Exchange
(GHT.L) and headquartered in the City of London, its customers
include some of the world's largest financial institutions and
corporates, all of whom are served locally from offices located in
the UK, Europe, North America and Asia Pacific.
Gresham's award-winning Clareti software platform is a highly
flexible and scalable platform, available on-site or in the cloud,
designed to address today's most challenging financial control,
risk management, data governance and regulatory compliance
problems. Learn more at www.greshamtech.com .
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them:
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name 1. Peter Simmonds
2. Ian Manocha
3. Tom Mullan
4. Andy Balchin
5. Jenny Knott
6. Ruth Wandhöfer
-------------------------------- ---------------------------------------
2 Reason for notification
-------------------------------------------------------------------------
a) Position / status 1. Director - Non- Executive Chairman
2. Director - Chief Executive Officer
3. Director - Chief Financial Officer
4. Director - Non-Executive Director
5. Director - Non-Executive Director
6. Director - Non-Executive Director
-------------------------------- ---------------------------------------
b) In itial notification/Amendment Initial Notification
-------------------------------- ---------------------------------------
3 Details of t he issu er, e mission allow a n ce m a r
k et participan t, au ct ion plat for m, au ction eer
or auc tion monitor
-------------------------------------------------------------------------
a) Name Gresham Technologies plc
-------------------------------- ---------------------------------------
b) LEI 213800F71LW7L4Y7QL29
-------------------------------- ---------------------------------------
4 Details of t he t ransact ion (s): section to be re p
eated for ( i) e a ch type of instr u m e n t; (ii) each
type of transac tion; (iii) each date; and ( iv) each
place w h ere transactions have b een condu cted
-------------------------------------------------------------------------
a) Description of the Ordinary Shares of 5 pence each
financial instrument,
t ype of instrument ISIN: GB0008808825
I d e ntification
code
-------------------------------- ---------------------------------------
Nature of the transaction Issued pursuant to participation
in placing
-------------------------------- ---------------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
1. 160 pence 1. 62,500
2. 160 pence 2. 6,250
3. 160 pence 3. 3,125
4. 160 pence 4. 9,375
5. 160 pence 5. 31,250
6. 160 pence 6. 6,250
-----------
-------------------------------- ---------------------------------------
d) Aggregated information N/a (Single individual transactions)
Aggregated volume
Price
-------------------------------- ---------------------------------------
e) Date of the transaction 28 May 2021
-------------------------------- ---------------------------------------
f) Place of the transaction London Stock Exchange
-------------------------------- ---------------------------------------
IMPORTANT NOTICES
No action has been taken by the Company or Nplus1 Singer Capital
Markets Limited ("Bookrunner" or "N+1 Capital Markets"), or any of
its affiliates, agents, directors, officers or employees that
would, or which is intended to, permit an offer of the securities
referred to herein or result in the possession or distribution of
this Announcement or any other offering or publicity material
relating to the securities referred to herein in any jurisdiction
where action for that purpose is required. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of such jurisdictions. Persons into whose
possession this announcement comes shall inform themselves about,
and observe, such restrictions.
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required to be published in accordance with the Prospectus
Regulation (EU) 2017/1129 as amended from time to time (the
"Prospectus Regulation") and the Prospectus Regulation as it forms
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation").
Persons needing advice should consult an independent financial
adviser.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Bookrunner or by any of its affiliates or agents (or any of their
respective directors, officers, employees or advisers) as to, or in
relation to, the contents of the information contained in this
announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, or any other statement made or purported to be made by or
on behalf of the Bookrunner or any of its affiliates in connection
with the Company, the Placing Shares, Retail Offer Shares, the
Placing or the Retail Offer and any liability therefor is expressly
disclaimed. The Bookrunner and its affiliates accordingly disclaim
all and any liability, whether arising in tort, contract or
otherwise in respect of any statements or other information
contained in this announcement and no representation or warranty,
express or implied, is made by the Bookrunner or any of its
affiliates as to the accuracy, completeness or sufficiency of the
information contained in this announcement.
Members of the public are not eligible to take part in the
Placing. This announcement and the terms and conditions set out
herein are for information purposes only and are directed at and
may only be communicated to (a) in the European Economic Area
("EEA"), persons who are "qualified investors" within the meaning
of Article 2(e) of the Prospectus Regulation (Regulation (EU)
2017/1129) ("Qualified Investors"); and (b) in the United Kingdom,
at Qualified Investors within the meaning of Article 2(e) of the UK
Prospectus Regulation who are also (i) persons having professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); (ii) high net worth bodies corporate,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (iii)
persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons").
Any investment or investment activity to which this announcement
relates is only available to, and will be engaged in only with,
Relevant Persons. Persons distributing this announcement must
satisfy themselves that it is lawful to do so. This announcement is
for information purposes only and shall not constitute an offer to
sell or issue or the solicitation of an offer to buy, subscribe for
or otherwise acquire securities in any jurisdiction in which any
such offer or solicitation would be unlawful. Any failure to comply
with this restriction may constitute a violation of the securities
laws of such jurisdictions. Persons needing advice should consult
an independent financial adviser.
The distribution of this announcement and the offering, placing
and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or the
Bookrunner or any of its affiliates that would permit an offer of
the Placing Shares or possession or distribution of this
announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
announcement comes are required by the Company and the Bookrunner
to inform themselves about and to observe any such
restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA JAPAN OR
NEW ZEALAND OR TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON
STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.
This communication is not a public offer of securities for sale
in the United States. The securities referred to herein have not
been and will not be registered under the US Securities Act 1933,
as amended (the "Securities Act") or under the securities laws of
any state or other jurisdiction of the United States, and may not
be offered or sold directly or indirectly in or into the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with the securities laws of any state or any
other jurisdiction of the United States. The securities referred to
herein may not be offered and sold within the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any 'manufacturer'
(for the purposes of the UK MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as
respectively defined in paragraphs 3.5 and 3.6 of the FCA Handbook
Conduct of Business Sourcebook; and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to
be able to bear any losses that may result therefrom. The UK
Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, N+1 Capital
Markets has only procured investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase or
take any other action whatsoever with respect to, the Placing
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the securities referred to
herein and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended, ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, N+1 Capital Markets will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to, the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Forward looking information
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which sometimes
use words such as "aim", "anticipate", "believe", "intend", "plan"
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts and reflect the directors'
beliefs and expectations and involve a number of risks,
uncertainties and assumptions that could cause actual results and
performance to differ materially from any expected future results
or performance expressed or implied by the forward-looking
statement. These statements are subject to unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Statements contained in this
announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
announcement is subject to change without notice and, except as
required by applicable law, neither the Company nor the Bookrunner
assumes any responsibility or obligation and each expressly
disclaims any obligation or undertaking to update publicly or
review any of the forward-looking statements contained herein,
whether as a result of new information, future events or otherwise,
unless required to do so by applicable law or regulation. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement.
Any indication in this announcement of the price at which
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
announcement is intended as a profit forecast or estimate for any
period and no statement in this announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow of the Company. Past
performance is no guide to future performance and persons reading
this announcement should consult an independent financial
adviser.
This announcement does not constitute a recommendation to
acquire any securities of the Company. This announcement does not
identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in
the Placing Shares. Any investment decision to buy Placing Shares
in the Placing must be made solely on the basis of publicly
available information, which has not been independently verified by
the Bookrunner.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
In connection with the Placing, the Bookrunner may release
communications to the market as to the extent to which the book is
"covered". A communication that a transaction is, or that the books
are, "covered" refers to the position of the order book at that
time. It is not an assurance that the books will remain covered,
that the transaction will take place on any terms indicated or at
all, or that if the transaction does take place, the securities
will be fully distributed by the Bookrunner.
N+1 Capital Markets is regulated in the United Kingdom by the
Financial Conduct Authority. N+1 Capital Markets is acting
exclusively for the Company and no one else in connection with the
Placing, the content of this announcement and other matters
described in this announcement. N+1 Capital Markets will not regard
any other person as its client in relation to the Placing, the
content of this announcement and other matters described in this
announcement and will not be responsible to anyone (including any
placees) other than the Company for providing the protections
afforded to its clients or for providing advice to any other person
in relation to the Placing, the content of this announcement or any
other matters referred to in this announcement.
In connection with the Placing, each of N+1 Capital Markets and
Nplus1 Advisory LLP and any of their affiliates, acting as
investors for their own account, may take up a portion of the
shares in the Placing as a principal position and in that capacity
may retain, purchase, sell or offer to sell for their own accounts
such shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Bookrunner
and any of its affiliates acting in such capacity. In addition, the
Bookrunner and any of its affiliates may enter into financing
arrangements (including swaps) with investors in connection with
which the Bookrunner and any of its affiliates may from time to
time acquire, hold or dispose of shares. The Bookrunner does not
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so. The Bookrunner is not acting for
the Company with respect to the Retail Offer.
Neither the contents of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement. The Placing Shares to be
issued or sold pursuant to the Placing will not be admitted to
trading on any stock exchange other than the London Stock
Exchange.
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END
ROIEAESPASAFEFA
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